Manager’s Right to Terminate Agreement. Notwithstanding anything in this Agreement to the contrary and subject to Section 12.4, if within thirty (30) days of receiving Manager’s written request, Owner fails to approve the changes, repairs, alterations, improvements, renewals or replacements to the Hotel which Manager determines in its reasonable judgment are necessary to (i) protect the Hotel, Owner and/or Manager from innkeeper liability exposure; or (ii) ensure material compliance with any applicable code requirements pertaining to life safety systems requirements; or (iii) ensure material compliance with any and all Legal Requirements including, but not limited to, all state, local, or federal employment law, including, without limitation, the Americans with Disabilities Act, then Manager may thirty (30) days after providing Owner an additional notice regarding its termination and, terminate this Agreement any time after the expiration of such second thirty (30) day notice period upon seven (7) days’ written notice.
Manager’s Right to Terminate Agreement. Notwithstanding anything in this Agreement to the contrary, if within 30 days of receiving Manager’s written request (accompanied by a statement of Manager’s intention to elect to cancel this Agreement if Lessee fails to give its approval as provided below) Lessee fails to approve the changes, repairs, alterations, improvements, renewals or replacements to the Hotels which Manager determines in its reasonable judgment are necessary to protect the Hotels, Lessee and/or Manager from innkeeper liability exposure then Manager may terminate this Agreement any time after such 30 day period upon 7 days’ written notice.
Manager’s Right to Terminate Agreement. Notwithstanding anything in this Agreement to the contrary, if within 30 days of receiving Manager’s written request (accompanied by a statement of Manager’s intention to elect to cancel this Agreement if Lessee fails to give its approval as provided below) Lessee fails to approve the changes, repairs, alterations, improvements, renewals or replacements to the Hotels which Manager determines in its reasonable judgment are necessary to protect the Hotels, Lessee and/or Manager from innkeeper liability exposure then Manager may terminate this Agreement any time after such 30 day period upon 7 days’ written notice; provided, however, that if termination of this Agreement could result in the acceleration of the indebtedness secured by the Loan Documents, then Manager shall not have such right of termination, and in such event, Lessee’s indemnification in Section 16.1 shall apply to such innkeeper liability as set forth above.
Manager’s Right to Terminate Agreement. Manager may terminate this Agreement by written notice effective upon receipt if:
(a) Any Tribal, State or Federal authority where approval is required fails to approve this Agreement or otherwise objects to the performance by Manager of any obligation imposed on it under this Agreement;
(b) Manager has been notified by any regulatory agency that the performance by it of any obligation imposed by this Agreement will jeopardize the retention of any license, or approvals granted thereunder, held by Manager or any of its Affiliates in other jurisdiction, and the Tribe refuses to allow Manager to immediately rectify any such complaint; and
(c) Manager has reason to believe that the performance by it or the Tribe of any obligation imposed under this Agreement may reasonably be expected to result in the breach of any Legal Requirement and the parties have been unable to agree upon waiver of such performance within ten (10) days written notice by Manager. Nothing in this Section 12.5 shall impair the rights of Manager (i) to fees, repayment or payments of all amounts otherwise due to Manager under this Agreement, including but not limited to the Management Fee, and unpaid principal and interest on all monies loaned to the Tribe whether pursuant to this Agreement or otherwise as if this Agreement had not been terminated, and (ii) to retain all fees previously paid to Manager by the Tribe.
Manager’s Right to Terminate Agreement. Manager may terminate this Agreement by written notice effective upon receipt if:
(i) Any Tribal, State or Federal authority where approval is required fails to approve this Agreement or otherwise objects to the performance by Manager of any obligation imposed on it under this Agreement.
(ii) Manager has been notified by any regulatory agency that the performance by it of any obligation imposed by this Agreement will jeopardize the retention of any license, or approvals granted thereunder, held by Manager or any of its Affiliates in any other jurisdiction, and the Tribe or the Authority refuses to allow Manager to immediately rectify any such complaint.
(iii) Manager has reason to believe that the performance by it, the Authority or the Tribe of any obligation imposed under this Agreement may reasonably be expected to result in the breach of any Legal Requirement and the parties have been unable to agree upon waiver of such performance within ten (10) days written notice by Manager.
(iv) Through its own actions, the Tribe or the Authority fails to make any payment to Manager when due within the time specified in this Agreement and a grace period of thirty (30) days.
Manager’s Right to Terminate Agreement. The Manager may terminate this Agreement by written notice to the Casino Tenant:
8.4.1 If the Casino Tenant fails to pay any amount due to the Manager hereunder when due (or causes a disbursement owing to the Manager hereunder to not be made), and fails to cure the foregoing within ten (10) days after written notice thereof;
8.4.2 If the Casino Tenant is in breach of a material obligation hereunder (other than as set forth in Section 8.4.1), and fails to cure such breach within thirty (30) days after written notice of such breach from the Manager; provided, however, that if such breach is not reasonably susceptible to cure within such thirty (30)-day period, then such cure period will be extended for so long as the Casino Tenant diligently and continuously pursues cure of such breach (but in no event will such cure period be extended for more than an additional 60 days without the Manager’s written consent);
8.4.3 If the Manager has been notified by any regulatory agency that the performance by it of any obligation imposed by this Agreement, or the Manager’s association with the Casino Tenant pursuant to this Agreement, will jeopardize the obtaining of or retention of any license, permit or approvals pursued or held by the Manager or any of its Affiliates in any jurisdiction; or
8.4.4 in accordance with Article 5. In the event of termination of this Agreement by the Manager under this Section 8.4, (i) the Manager shall not, from and after the effective time of such termination, have the right to accrual of the Management Fees, but such termination shall not affect the Manager’s rights relating to receipt and reimbursement of amounts under this Agreement that are owing to the Manager and unpaid as of such termination, (ii) the Manager shall be entitled to the Management Fees accruing through and as of the effective day of termination, (iii) the Manager shall be entitled to Transition Consideration for the Transition Period (to the extent that the Manager performs services under Article 9 from and after the effective time of termination) and (iv) the Manager shall not be required to perform any further services under this Agreement, except as provided pursuant to Article 9. An election to pursue damages or to pursue specific performance of this Agreement or other equitable remedies while this Agreement remains in effect pursuant to the provisions shall not preclude the Manager from providing notice of termination pursuant to this Section 8.4. Neither shall t...
Manager’s Right to Terminate Agreement. Manager may terminate this Agreement by written notice effective upon receipt by the Authority if:
(i) Any Tribal, State or Federal authority whose approval is required fails to approve this Agreement or otherwise objects to the performance by Manager of any obligation imposed on it under this Agreement.
(ii) Manager has been notified by any regulatory agency that the performance by it of any material obligation imposed by this Agreement will jeopardize the retention of any license, or approvals granted thereunder, held by Manager or any of its affiliates in any other jurisdiction, and the Authority refuses to allow the Manager to immediately rectify any such complaint.
(iii) Manager, after seven days prior notice to the Authority, has reason to believe that the performance by it or the Authority of any material obligation imposed under this Agreement may reasonably be expected to result in the breach of any applicable Tribal, State or Federal law.
Manager’s Right to Terminate Agreement. Manager may terminate this Agreement by written notice to the Tribal Parties if:
10.5.1 A Tribal Party fails to pay any amount due to Manager hereunder when due (or causes a disbursement owing to Manager under Section 6.1 hereunder to not be made), and fails to cure the foregoing within thirty (30) days after written notice thereof;
10.5.2 A Tribal Party is in breach hereunder (other than as set forth in Section 10.5.1 above), and fails to cure such breach within sixty (60) days after written notice of such breach from Manager; or
10.5.3 Manager has been notified by any regulatory agency (other than a regulatory agency of any Indian tribe) that the performance by it of any obligation imposed by this Agreement will jeopardize the retention of any license, permit or approvals held by Manager or any of its Affiliates in any jurisdiction. In the event of termination of this Agreement by Manager under this Section 10.5, Manager shall not be required to perform any further services under this Agreement. Manager shall have the right to its Management Fee accruing until the date of termination as provided in Section 6 of this Agreement. An election to pursue damages or to pursue specific performance of this Agreement or other equitable remedies (as such specific performance or other equitable remedies are expressly provided pursuant to Sections 3.9.3, 7.4.7 and 17.3) while this Agreement remains in effect pursuant to the provisions shall not preclude the Manager from providing notice of termination pursuant to this Section 10.5. Neither shall termination of this Agreement preclude initiation of an action for damages under the provisions of Section 17.
Manager’s Right to Terminate Agreement. In addition to its ability to terminate this Agreement for a Material Breach by the Company, the Manager may terminate this Agreement, by written notice effective 30 days after receipt, if:
(a) the Enterprise or any material aspect of Gaming at the Facility is determined, to be unlawful;
(b) the Manager has been notified by any regulatory agency that the performance by it of any obligation imposed by this Agreement will jeopardize the retention of any license, or approvals granted thereunder, held by the Manager, any Affiliate of the Manager or any of its members in any other jurisdiction, and the Company refuses to allow the Manager to immediately rectify any such complaint, or refuses to take such reasonable steps as are necessary to resolve concerns of such regulatory agency concerning the suitability of the Company; or
(c) the Manager has reason to believe that the performance by it or the Company of any obligation imposed under this Agreement may reasonably be expected to result in the breach of any Legal Requirement and the appropriate parties to this Agreement have been unable to agree upon waiver of such performance within 30 days written notice by the Manager.
Manager’s Right to Terminate Agreement. Notwithstanding anything in this Agreement to the contrary but subject to Article XV hereof, if within sixty (60) days of receiving Manager's written request Lessee fails to approve the changes, repairs, alterations, improvements, renewals or replacements to the Hotels which Manager determines in its reasonable judgment are necessary to (i) protect the Hotels, Lessee and/or Manager from innkeeper liability exposure; or (ii) ensure material compliance with any applicable code requirements pertaining to life safety systems requirements; or (iii) ensure material compliance with any application state, local, or federal employment law, including, without limitation, the Americans with Disabilities Act, then Manager may, notwithstanding the provisions of Section 11.4, terminate this Agreement any time after such thirty (30) day period upon seven (7) days' written notice.
